ITT INC. — Director's Dealing 2013

Nov 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ITT Corp (ITT)
CIK: 0000216228
Period of Report: 2013-11-18

Reporting Person: Chicles Aris C (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-18	Common Stock	M	8621	$19.816	Acquired	79692	Direct
2013-11-18	Common Stock	S	8621	$40.895	Disposed	71071	Direct
2013-11-19	Common Stock	M	4300	$19.816	Acquired	75371	Direct
2013-11-19	Common Stock	S	4300	$40.501	Disposed	71071	Direct
2013-11-20	Common Stock	M	9329	$19.816	Acquired	80400	Direct
2013-11-20	Common Stock	S	9329	$40.519	Disposed	71071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-18	Employee Stock Option (right to buy)	$19.816	M	8621	Disposed	2015-03-10	Common Stock (8621)	Direct
2013-11-19	Employee Stock Option (right to buy)	$19.816	M	4300	Disposed	2015-03-10	Common Stock (4300)	Direct
2013-11-20	Employee Stock Option (right to buy	$19.816	M	9329	Disposed	2015-03-10	Common Stock (9329)	Direct

Footnotes

F1: This price represents the approximate weighted average price per share of common stock (each, a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $40.80 to $40.93 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F2: This price represents the approximate weighted average price per share of common stock (each, a "Share") of ITT Corporation (the "Issuer"), of sales that were executed at prices ranging from $40.50 to $40.53 per Share. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F3: This price represents the approximate weighted average price per share of common stock (each, a ?Share?) of ITT Corporation (the ?Issuer?), of sales that were executed at prices ranging from $40.50 to $40.63. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price.

F4: These options are fully vested and exercisable.

F5: These options are fully vested and exercisable.

F6: These options are fully vested and exercisable.